EXHIBIT Q - Form of Affiliate Agreement

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EXHIBIT Q - Form of Affiliate Agreement

Form E.16

LOCAL COUNTRY PARTICIPATION ADDENDUM

1. BACKGROUND; SCOPE ______(“Supplier”) and ______(“Customer”) have entered into a Master License Agreement dated ______(the “Agreement”) pursuant to which this Local Participation Addendum is attached and incorporated by reference, but may also be separately executed as contemplated in this item 1. As provided in Section ___ of the Agreement (“Affiliates”), this Addendum is binding on all Customer Affiliates and Supplier Affiliates doing business under the terms of the Agreement, unless such Affiliates have executed an alternative version of this Addendum in accordance with paragraph 4 below (a “Custom LPA”). In the event a Custom LPA is executed by a Customer Affiliate and a Supplier Affiliate doing business in a particular country, then such Custom LPA shall be deemed to replace this Exhibit as relates only to the Local Transactions of such Affiliates. All other provisions of the Agreement shall remain in full force and effect with respect to the Local Transactions.

2. INCORPORATION OF TERMS AND CONDITIONS All Customer Affiliates and Supplier Affiliates doing business under the Agreement shall be deemed to have read and agreed to comply with all applicable provisions of the Agreement. Except to the extent amended, modified or supplemented pursuant to Section 4 of this Local Participation Addendum, the terms and conditions of the Agreement shall govern the performance of all Local Purchases between a Supplier Affiliate and a Customer Affiliate in all respects.

This Local Participation Addendum (or, alternatively, any Custom LPA executed by Affiliate parties, the Agreement, and any purchase order or other documentation entered into in connection with the Local Transaction together constitute the complete agreement regarding any Local Transactions undertaken by the Affiliate parties, and replace any prior oral or written communications between them regarding such Local Transaction(s).

3. DEFINITIONS Capitalized terms used but not otherwise defined in this Local Participation Addendum will have the meanings ascribed to them in the Agreement. For purposes of this Local Participation Addendum or any Custom LPA, references of any nature to the “seller” or “purchaser” of Hardware, Software, Systems or Services under the Agreement shall mean and be a reference to the Supplier Affiliate and the Customer Affiliate, respectively. 4. AMENDMENTS AND SUPPLEMENTS TO THE AGREEMENT Except as set forth below or otherwise expressly required to apply with local law in the jurisdiction in which a Customer Affiliate and a Supplier Affiliate are conducting business under this Local Participation Addendum, no provision of the Agreement is amended, modified or supplemented by this Local Participation Addendum, other than as provided below. (i) Taxes. Taxes due with respect to a Local Transaction shall be calculated in accordance with the local jurisdiction’s tax laws and any related rules and regulations. (ii) Currency. All pricing for purposes of the Local Transaction shall be denominated and paid in the local currency.

(iii) Import/Export. Each Party specifically acknowledges that Hardware, Software, Systems and any Confidential Information and any Confidential Information exchanged between the Affiliates in connection therewith a Local Transaction (“Technical Data”) may be subject to export and import laws of the United States and the import and export laws of other countries (collectively called “Trade Laws”). Each Affiliate agrees to comply with the Trade Laws of all countries with respect to Local Transactions involving Technical Data under this Addendum and in no event will either Affiliate export or import such Technical Data to any country in violation of such Trade Laws. For the avoidance of doubt, the Supplier Affiliate shall be the exporter and importer of record. (iv) Data Privacy. To the extent either party Affiliate shall collect, use, transfer, store or otherwise process (collectively, “Process”) information in connection with a Local Transaction that can be linked to specific individuals (“Personal Data”) such party Affiliate shall Process the Personal Data in accordance with all applicable laws, regulations and other jurisdictional requirements of the jurisdiction(s) in which Personal Data is Processed.

[Any additional changes, amendments, modifications or supplements that are required by law to do business in a Local Jurisdiction shall be added in a customized version of this Exhibit signed by the Affiliate parties, and in each case constituting a Custom LPA.]

Notwithstanding the foregoing, any modifications herein to Section __ (Confidentiality), Section __ (Intellectual Property Rights), Section __ (Indemnification), and Section __ (Limitation of Liability) of the Agreement shall not be effective, unless such changes are expressly required in order to comply with local law and then only to the minimal extent necessary to so comply, in all cases giving effect to the intent of the parties as set forth in the original Agreement terms, to the greatest extent possible while still complying with local law. 5. TERM; TERMINATION

This Local Participation Addendum is part of the Agreement and shall be coterminous with the Agreement. In the event Affiliate parties enter into a Custom LPA, the Custom LPA shall be effective as of the date of signing and shall continue in full force and effect in accordance with the terms of the Agreement, until the expiration or termination thereof. For the avoidance of doubt, both parties acknowledge and agree that in the event that the Agreement is terminated for whatever reason, this Local Participation Addendum (and all Custom LPAs) shall automatically and simultaneously terminate with immediate effect, unless the parties decide otherwise in writing. The provisions of this Local Participation Addendum and any Custom LPA(s) arising hereunder (including, for the avoidance of doubt, those provisions incorporated from the Agreement) that by their nature are intended to survive the expiration or termination of the underlying agreement, shall survive.

6. NOTICES All notices arising in connection with this Local Participation Addendum or any Custom LPA executed in accordance herewith shall be delivered to the Supplier Affiliate and the Customer Affiliate at the addresses set forth for each of them in the relevant purchase order executed in connection with the Local Transaction, with a copy to Customer and Supplier at the addresses set forth for each of them in the Agreement. To be effective, all notices must be delivered to such persons in the manner contemplated by Section __ (Notices) of the Agreement.

7. LOCAL LAW; DISPUTE RESOLUTION

This Local Participation Addendum, and any rights and obligations arising hereunder (or in a Custom LPA, as the case may be) in connection with a Local Transaction(s) shall be governed by, and construed in accordance with, the laws of the local jurisdiction in which such Transaction occurs. Any dispute relating to this Local Participation Addendum (or in a Custom LPA, as the case may be) shall be resolved to the greatest extent possible in accordance with Section __ (Dispute Resolution) of the Agreement, and in all cases shall include escalation to Supplier and Customer as contemplated in Section __ of the Agreement (Participation by Affiliates).

8. SIGNATURES

If and only if the parties shall convert this Exhibit to a Custom LPA, the following signature block shall be included. For purposes of enforcing such Custom LPA, the Affiliate parties shall be only those parties identified in said signature blocks and such Custom LPAS shall apply only to Local Transactions executed by such Affiliate parties. [IN WITNESS WHEREOF, the parties have caused this Custom CPA to be duly executed by their authorized representatives as of the date last below written.

[CUSTOMER AFFILIATE NAME] [SUPPLIER AFFILIATE NAME]

By: ______By: ______Authorized Signature Authorized Signature Name: ______Name:______

Title: ______Title: ______

Date: ______Date: ______

Address: ______Address: ______]

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